Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
| (a) | Financial Statements. |
| (b) | Exhibits. |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Gustavo Pimenta (filed herewith). | |
| 32.1 | Section 1350 Certification of Andrés Gluski (filed herewith). | |
| 32.2 | Section 1350 Certification of Gustavo Pimenta (filed herewith). | |
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
| 101.SCH | XBRL Taxonomy Extension Schema Document (filed herewith). | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith). | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document (filed herewith). | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document (filed herewith). | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith). |
| (c) | Schedule |
Schedule I—Financial Information of Registrant
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| THE AES CORPORATION (Company) | ||||
| Date: | February 26, 2019 | By: | /s/ ANDRÉS GLUSKI | |
| Name: | Andrés Gluski | |||
| President, Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
| Name | Title | Date | ||
| * | President, Chief Executive Officer (Principal Executive Officer) and Director | |||
| Andrés Gluski | February 26, 2019 | |||
| * | Director | |||
| Charles L. Harrington | February 26, 2019 | |||
| * | Director | |||
| Kristina M. Johnson | February 26, 2019 | |||
| * | Director | |||
| Tarun Khanna | February 26, 2019 | |||
| * | Director | |||
| Holly K. Koeppel | February 26, 2019 | |||
| * | Director | |||
| James H. Miller | February 26, 2019 | |||
| ***** | Director | |||
| Alain Monié | February 26, 2019 | |||
| * | Chairman of the Board and Lead Independent Director | |||
| John B. Morse | February 26, 2019 | |||
| * | Director | |||
| Moises Naim | February 26, 2019 | |||
| * | Director | |||
| Jeffrey W. Ubben | February 26, 2019 | |||
| /s/ GUSTAVO PIMENTA | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||
| Gustavo Pimenta | February 26, 2019 | |||
| /s/ SARAH R. BLAKE | Vice President and Controller (Principal Accounting Officer) | |||
| Sarah R. Blake | February 26, 2019 |
| *By: | /s/ PAUL L. FREEDMAN | February 26, 2019 | |
| Attorney-in-fact |
THE AES CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENT SCHEDULES
| Schedule I—Condensed Financial Information of Registrant | S-2 |
Schedules other than that listed above are omitted as the information is either not applicable, not required, or has been furnished in the consolidated financial statements or notes thereto included in Item 8 hereof.
See Notes to Schedule I
S-1
THE AES CORPORATION
SCHEDULE I CONDENSED FINANCIAL INFORMATION OF PARENT
BALANCE SHEETS
| December 31, | ||||||||
| 2018 | 2017 | |||||||
| (in millions) | ||||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | 19 | $ | 10 | ||||
| Accounts and notes receivable from subsidiaries | 285 | 143 | ||||||
| Prepaid expenses and other current assets | 31 | 27 | ||||||
| Total current assets | 335 | 180 | ||||||
| Investment in and advances to subsidiaries and affiliates | 6,834 | 8,239 | ||||||
| Office Equipment: | ||||||||
| Cost | 27 | 27 | ||||||
| Accumulated depreciation | (19 | ) | (18 | ) | ||||
| Office equipment, net | 8 | 9 | ||||||
| Other Assets: | ||||||||
| Other intangible assets, net of accumulated amortization | 3 | 3 | ||||||
| Deferred financing costs, net of accumulated amortization of $4 and $2, respectively | 4 | 5 | ||||||
| Deferred income taxes | 24 | 289 | ||||||
| Other assets | 2 | 2 | ||||||
| Total other assets | 33 | 299 | ||||||
| Total assets | $ | 7,210 | $ | 8,727 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | 15 | $ | 18 | ||||
| Accounts and notes payable to subsidiaries | 74 | 381 | ||||||
| Accrued and other liabilities | 206 | 246 | ||||||
| Senior notes payable—current portion | 5 | 5 | ||||||
| Total current liabilities | 300 | 650 | ||||||
| Long-term Liabilities: | ||||||||
| Senior notes payable | 3,650 | 4,625 | ||||||
| Accounts and notes payable to subsidiaries | 28 | 967 | ||||||
| Other long-term liabilities | 24 | 20 | ||||||
| Total long-term liabilities | 3,702 | 5,612 | ||||||
| Stockholders' equity: | ||||||||
| Common stock | 8 | 8 | ||||||
| Additional paid-in capital | 8,154 | 8,501 | ||||||
| Accumulated deficit | (1,005 | ) | (2,276 | ) | ||||
| Accumulated other comprehensive loss | (2,071 | ) | (1,876 | ) | ||||
| Treasury stock | (1,878 | ) | (1,892 | ) | ||||
| Total stockholders' equity | 3,208 | 2,465 | ||||||
| Total liabilities and equity | $ | 7,210 | $ | 8,727 |
See Notes to Schedule I.
S-2
THE AES CORPORATION
SCHEDULE I CONDENSED FINANCIAL INFORMATION OF PARENT
STATEMENTS OF OPERATIONS
| For the Years Ended December 31, | 2018 | 2017 | 2016 | |||||||||
| (in millions) | ||||||||||||
| Revenue from subsidiaries and affiliates | $ | 36 | $ | 28 | $ | 14 | ||||||
| Equity in earnings of subsidiaries and affiliates | 1,909 | 630 | (615 | ) | ||||||||
| Interest income | 39 | 49 | 19 | |||||||||
| General and administrative expenses | (142 | ) | (158 | ) | (144 | ) | ||||||
| Other income | 25 | 5 | 7 | |||||||||
| Other expense | — | (554 | ) | (65 | ) | |||||||
| Loss on extinguishment of debt | (171 | ) | (92 | ) | (14 | ) | ||||||
| Interest expense | (220 | ) | (317 | ) | (344 | ) | ||||||
| Income (loss) before income taxes | 1,476 | (409 | ) | (1,142 | ) | |||||||
| Income tax benefit (expense) | (273 | ) | (752 | ) | 12 | |||||||
| Net income (loss) | $ | 1,203 | $ | (1,161 | ) | $ | (1,130 | ) |
See Notes to Schedule I.
S-3
THE AES CORPORATION
SCHEDULE I CONDENSED FINANCIAL INFORMATION OF PARENT
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
YEARS ENDED DECEMBER 31, 2018**,** 2017**, AND** 2016
| 2018 | 2017 | 2016 | |||||||||
| (in millions) | |||||||||||
| NET INCOME (LOSS) | $ | 1,203 | $ | (1,161 | ) | $ | (1,130 | ) | |||
| Foreign currency translation activity: | |||||||||||
| Foreign currency translation adjustments, net of income tax benefit of $2, $11 and $1, respectively | (214 | ) | 18 | 117 | |||||||
| Reclassification to earnings, net of $0 income tax for all periods | (21 | ) | 643 | 992 | |||||||
| Total foreign currency translation adjustments, net of tax | (235 | ) | 661 | 1,109 | |||||||
| Derivative activity: | |||||||||||
| Change in derivative fair value, net of income tax benefit (expense) of $16, $13 and $(5), respectively | (64 | ) | (14 | ) | 2 | ||||||
| Reclassification to earnings, net of income tax benefit (expense) of $(13), $1 and $1, respectively | 78 | 37 | 28 | ||||||||
| Total change in fair value of derivatives, net of tax | 14 | 23 | 30 | ||||||||
| Pension activity: | |||||||||||
| Prior service cost for the period, net of income tax expense of $1, $1 and $5, respectively | (2 | ) | 1 | 9 | |||||||
| Change in pension adjustments due to net actuarial gain (loss) for the period, net of income tax benefit (expense) of $(1), $6 and $10, respectively | 2 | (20 | ) | (22 | ) | ||||||
| Reclassification of earnings, net of income tax benefit (expense) of $(2), $(126) and $2, respectively | 7 | 248 | 1 | ||||||||
| Total change in unfunded pension obligation | 7 | 229 | (12 | ) | |||||||
| OTHER COMPREHENSIVE INCOME (LOSS) | (214 | ) | 913 | 1,127 | |||||||
| COMPREHENSIVE INCOME (LOSS) | $ | 989 | $ | (248 | ) | $ | (3 | ) |
See Notes to Schedule I.
S-4
THE AES CORPORATION
SCHEDULE I CONDENSED FINANCIAL INFORMATION OF PARENT
STATEMENTS OF CASH FLOWS
| For the Years Ended December 31, | 2018 | 2017 | 2016 | |||||||||
| (in millions) | ||||||||||||
| Net cash provided by operating activities | $ | 409 | $ | 148 | $ | 818 | ||||||
| Investing Activities: | ||||||||||||
| Proceeds from the sale of business interests, net of expenses | 1,222 | — | — | |||||||||
| Investment in and net advances to subsidiaries | (216 | ) | (339 | ) | (650 | ) | ||||||
| Return of capital | 242 | 243 | 247 | |||||||||
| Additions to property, plant and equipment | (13 | ) | (13 | ) | (12 | ) | ||||||
| Net cash provided by (used in) investing activities | 1,235 | (109 | ) | (415 | ) | |||||||
| Financing Activities: | ||||||||||||
| (Repayments) Borrowings under the revolver, net | (207 | ) | 207 | — | ||||||||
| Borrowings of notes payable and other coupon bearing securities | 1,000 | 1,025 | 500 | |||||||||
| Repayments of notes payable and other coupon bearing securities | (1,933 | ) | (1,353 | ) | (808 | ) | ||||||
| Loans from (Repayments to) subsidiaries | (143 | ) | 309 | 183 | ||||||||
| Purchase of treasury stock | — | — | (79 | ) | ||||||||
| Proceeds from issuance of common stock | 7 | 1 | 1 | |||||||||
| Common stock dividends paid | (344 | ) | (317 | ) | (290 | ) | ||||||
| Payments for deferred financing costs | (11 | ) | (12 | ) | (12 | ) | ||||||
| Distributions to noncontrolling interests | — | — | (2 | ) | ||||||||
| Other financing | (5 | ) | (7 | ) | (3 | ) | ||||||
| Net cash used in financing activities | (1,636 | ) | (147 | ) | (510 | ) | ||||||
| Effect of exchange rate changes on cash | 1 | 6 | 1 | |||||||||
| Increase (Decrease) in cash and cash equivalents | 9 | (102 | ) | (106 | ) | |||||||
| Cash and cash equivalents, beginning | 10 | 112 | 218 | |||||||||
| Cash and cash equivalents, ending | $ | 19 | $ | 10 | $ | 112 | ||||||
| Supplemental Disclosures: | ||||||||||||
| Cash payments for interest, net of amounts capitalized | $ | 232 | $ | 282 | $ | 296 | ||||||
| Cash payments for income taxes, net of refunds | $ | 10 | $ | 2 | $ | 6 |
See Notes to Schedule I.
S-5
THE AES CORPORATION
SCHEDULE I
NOTES TO SCHEDULE I
1. Application of Significant Accounting Principles
The Schedule I Condensed Financial Information of the Parent includes the accounts of The AES Corporation (the “Parent Company”) and certain holding companies.
ACCOUNTING FOR SUBSIDIARIES AND AFFILIATES — The Parent Company has accounted for the earnings of its subsidiaries on the equity method in the financial information.
INCOME TAXES — Positions taken on the Parent Company's income tax return which satisfy a more-likely-than-not threshold will be recognized in the financial statements. The income tax expense or benefit computed for the Parent Company reflects the tax assets and liabilities on a stand-alone basis and the effect of filing a consolidated U.S. income tax return with certain other affiliated companies as well as effects of U.S. tax law reform enacted in 2017.
ACCOUNTS AND NOTES RECEIVABLE FROM SUBSIDIARIES — Amounts have been shown in current or long-term assets based on terms in agreements with subsidiaries, but payment is dependent upon meeting conditions precedent in the subsidiary loan agreements.
2. Debt
Senior and Secured Notes and Loans Payable ($ in millions)
| December 31, | ||||||||||||
| Interest Rate | Maturity | 2018 | 2017 | |||||||||
| Senior Unsecured Note | 8.00% | 2020 | $ | — | $ | 228 | ||||||
| Senior Unsecured Note | 7.38% | 2021 | — | 690 | ||||||||
| Drawings on secured credit facility | LIBOR + 2.00% | 2021 | — | 207 | ||||||||
| Senior Unsecured Note | 4.00% | 2021 | 500 | — | ||||||||
| Senior Secured Term Loan | LIBOR + 1.75% | 2022 | 366 | 521 | ||||||||
| Senior Unsecured Note | 4.50% | 2023 | 500 | — | ||||||||
| Senior Unsecured Note | 4.88% | 2023 | 713 | 713 | ||||||||
| Senior Unsecured Note | 5.50% | 2024 | 63 | 738 | ||||||||
| Senior Unsecured Note | 5.50% | 2025 | 544 | 573 | ||||||||
| Senior Unsecured Note | 6.00% | 2026 | 500 | 500 | ||||||||
| Senior Unsecured Note | 5.13% | 2027 | 500 | 500 | ||||||||
| Unamortized (discounts)/premiums & debt issuance (costs) | (31 | ) | (40 | ) | ||||||||
| Subtotal | $ | 3,655 | $ | 4,630 | ||||||||
| Less: Current maturities | (5 | ) | (5 | ) | ||||||||
| Total | $ | 3,650 | $ | 4,625 |
FUTURE MATURITIES OF RECOURSE DEBT — As of December 31, 2018 scheduled maturities are presented in the following table (in millions):
| December 31, | Annual Maturities | ||
| 2019 | $ | 5 | |
| 2020 | 5 | ||
| 2021 | 505 | ||
| 2022 | 350 | ||
| 2023 | 1,213 | ||
| Thereafter | 1,608 | ||
| Unamortized (discount)/premium & debt issuance (costs) | (31 | ) | |
| Total debt | $ | 3,655 |
3. Dividends from Subsidiaries and Affiliates
Cash dividends received from consolidated subsidiaries were $1.9 billion, $1.2 billion and $1 billion for the years ended December 31, 2018, 2017, and 2016, respectively. For the year ended December 31, 2018, $1.2 billion of the dividends paid to the Parent Company are derived from the sale of business interests and are classified as an investing activity for cash flow purposes. All other dividends are classified as operating activities. There were no cash dividends received from affiliates accounted for by the equity method for the years ended December 31, 2018, 2017, and 2016.
S-6
4. Guarantees and Letters of Credit
GUARANTEES — In connection with certain of its project financing, acquisition and power purchase agreements, the Parent Company has expressly undertaken limited obligations and commitments, most of which will only be effective or will be terminated upon the occurrence of future events. These obligations and commitments, excluding those collateralized by letter of credit and other obligations discussed below, were limited as of December 31, 2018 by the terms of the agreements, to an aggregate of approximately $712 million, representing 34 agreements with individual exposures ranging up to $157 million. These amounts exclude normal and customary representations and warranties in agreements for the sale of assets (including ownership in associated legal entities) where the associated risk is considered to be nominal.
LETTERS OF CREDIT — At December 31, 2018, the Parent Company had $78 million in letters of credit outstanding under the senior secured credit facility, representing 23 agreements with individual exposures up to $49 million, and $368 million in letters of credit outstanding under the senior unsecured credit facility, representing 10 agreements with individual exposures ranging from $1 million to $247 million. During 2018, the Parent Company paid letter of credit fees ranging from 1% to 3% per annum on the outstanding amounts.
S-7
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